Common use of Rd Funding Clause in Contracts

Rd Funding. In addition to the milestone payments due under Section ----------- 7.1 hereof, SP Ltd. agrees to reimburse Zonagen for the reasonable actual out- of-pocket expenses (which have not otherwise been reimbursed by Schering Corporation pursuant to the U.S. License Agreement) Zonagen has incurred or incurs in conducting the ongoing open-label study of the Licensed Product, which open-label study is identified by Zonagen as Study ZON303. Notwithstanding the foregoing, SP Ltd.'s total obligation to reimburse Zonagen in accordance with this Section 7.2 shall not exceed ***. SP Ltd.'s reimbursement of such expenses pursuant to this Section 7.2 will be made in installments, pursuant to invoices submitted by Zonagen to SP Ltd., which invoices shall include documentation (including, without limitation, invoices Zonagen has received from third parties) that supports the amount of expenses for which SP Ltd. is being invoiced. Zonagen shall submit to SP Ltd. an invoice for the first such installment upon the filing with the FDA of an NDA supporting U.S. Regulatory Approval of the Licensed Product, which installment, subject to the limitations set forth in this Section 7.2, shall be in the amount of such actual out-of- pocket expenses incurred by Zonagen prior to such time. Thereafter, Zonagen shall submit to SP Ltd. invoices and supporting documentation within thirty (30) days after the end of each Calendar Quarter, which invoices, subject to the limitations set forth in this Section 7.2, shall be for the reasonable actual out-of-pocket expenses incurred by Zonagen during such Calendar Quarter. Each such invoice shall be payable within sixty (60) days after SP Ltd.'s receipt of the invoice. *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission.

Rd Funding. In addition to the milestone payments due under ----------- Section ----------- 7.1 hereof, SP Ltd. Schering agrees to reimburse Zonagen for the reasonable actual out- out-of-pocket expenses (which have not otherwise been reimbursed by Schering Corporation Schering-Plough Ltd. pursuant to the Ex-U.S. License Agreement) Zonagen has incurred or incurs in conducting the ongoing open-label study of the Licensed Product, which open-label study is identified by Zonagen as Study ZON303. Notwithstanding the foregoing, SP Ltd.Schering's total obligation to reimburse Zonagen in accordance with this Section 7.2 shall not exceed ***. SP Ltd.Schering's reimbursement of such expenses pursuant to this Section 7.2 will be made in installments, pursuant to invoices submitted by Zonagen to SP Ltd.Schering, which invoices shall include documentation *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission. (including, without limitation, invoices Zonagen has received from third parties) that supports the amount of expenses for which SP Ltd. Schering is being invoiced. Zonagen shall submit to SP Ltd. Schering an invoice for the first such installment upon the filing with the FDA of an NDA supporting U.S. Regulatory Approval of the Licensed Product, which installment, subject to the limitations set forth in this Section 7.2, shall be in the amount of such actual out-of- of-pocket expenses incurred by Zonagen prior to such time. Thereafter, Zonagen shall submit to SP Ltd. Schering invoices and supporting documentation within thirty (30) days after the end of each Calendar Quarter, which invoices, subject to the limitations set forth in this Section 7.2, shall be for the reasonable actual out-of-pocket expenses incurred by Zonagen during such Calendar Quarter. Each such invoice shall be payable within sixty (60) days after SP Ltd.Schering's receipt of the invoice. *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission.